The Company operates a corporate website and publish on it, in a legible form and in a separate section, in addition to information required under the legislation:

Principle/Recommendation

a chart showing the division of duties and responsibilities among members of the management board drawn up according to principle II.Z.1;

Principle/Recommendation

financial projections, if the company has decided to publish them, published at least in the last 5 years, including information about the degree of their implementation;

Principle/Recommendation

information about the company’s diversity policy applicable to the company’s governing bodies and key managers; the description should cover the following elements of the diversity policy: gender, education, age, professional experience, and specify the goals of the diversity policy and its implementation in the reporting period; where the company has not drafted and implemented a diversity policy, it should publish the explanation of its decision on its website;

Principle/Recommendation

information about the planned transmission of a general meeting, not later than 7 days before the date of the general meeting;

Principle/Recommendation

an audio or video recording of a general meeting,

Principle/Recommendation

The internal division of responsibilities for individual areas of the company’s activity among management board members should be clear and transparent, and a chart describing that division should be available on the company’s website

Principle/Recommendation

The independence rules defined in generally accepted international standards of the professional internal audit practice apply to the person heading the internal audit function and other persons responsible for such tasks.

Principle/Recommendation

The person responsible for internal audit (if the function is separated in the company) and the management board should report to the supervisory board at least once per year with their assessment of the efficiency of the systems and functions referred to in principle III.Z.1 and table a relevant report.

Principle/Recommendation

If justified by the structure of shareholders or expectations of shareholders notified to the company, and if the company is in a position to provide the technical infrastructure necessary for a general meeting to proceed efficiently using electronic communication means, the company should enable its shareholders to participate in a general meeting using such means, in particular through:

• real-life broadcast of the general meeting;
• real-time bilateral communication where shareholders may take the floor during a general meeting from a location other than the general meeting, exercising, in person or by proxy, the right to vote during the general meeting.

Principle/Recommendation

Where securities issued by a company are traded in different countries (or in different markets) and in different legal systems, the company should strive to ensure that corporate events related to the acquisition of rights by shareholders take place on the same dates in all the countries where such securities are traded.

Principle/Recommendation

If justified by the structure of shareholders, companies should ensure publicly available real-time broadcasts of general meetings.

Principle/Recommendation

Before the company concludes a significant agreement with a shareholder who holds at least 5% of the total vote in the company or with a related party, the management board should request the supervisory board’s approval of the transaction. Before giving its approval, the supervisory board should evaluate the impact of the transaction on the interest of the company. The foregoing does not apply to typical transactions and transactions at arm’s-length made as part of the company’s operations between the company and members of its group.

If the decision concerning the company’s significant agreement with a related party is made by the general meeting, the company should give all shareholders access to information necessary to assess the impact of the transaction on the interest of the company before the decision is made.

Principle/Recommendation

In its internal regulations, the company should define the criteria and circumstances under which a conflict of interest may arise in the company, as well as the rules of conduct where a conflict of interest has arisen or may arise. The company’s internal regulations should among others provide for ways to prevent, identify and resolve conflicts of interest, as well as rules of excluding members of the management board or the supervisory board from participation in reviewing matters subject to a conflict of interest which has arisen or may arise.

Principle/Recommendation

If the supervisory board has a remuneration committee, principle II.Z.7 applies to its operations.

Principle/Recommendation

Incentive schemes should be constructed in a way necessary among others to tie the level of remuneration of members of the company’s management board and key managers to the actual long-term financial standing of the company and long- term shareholder value creation as well as the company’s stability.

Principle/Recommendation

To tie the remuneration of members of the management board and key managers to the company’s long-term business and financial goals, the period between the allocation of options or other instruments linked to the company’s shares under the incentive scheme and their exercisability should be no less than two years.

Principle/Recommendation

In this activity report, the company should report on the remuneration policy including at least the following:

• general information about the company’s remuneration system;
• information about the conditions and amounts of remuneration of each management board member broken down by fixed and variable remuneration components, including the key parameters of setting the variable remuneration components and the terms of payment of severance allowances and other amounts due on termination of employment, contract or other similar legal relationship, separately for the company and each member of its group;
• information about non-financial remuneration components due to each management board member and key manager;
• significant amendments of the remuneration policy in the last financial year or information about their absence;
• assessment of the implementation of the remuneration policy in terms of achievement of its goals, in particular long-term shareholder value creation and the company’s stability.